I understand that 93 LEFT LLC (“the Company”) prepare, write, create and publish works including but not limited to books, social media, videos, merchandise and promotions on the subject of children’s quotes and parenting, which are currently branded as LITTLE QUOTES BY LITTLE FOLKS (the Work).
In order to assist the Company in the preparation of the Work, I have agreed to provide information and other materials to be used in connection with the Work, including my or my child/ren’s personal experiences, recollections, incidents, remarks, dialogue, actions, and information, as well as any photographs, images, and documents that I may choose to give to the Company (the Materials).
I represent and warrant that (i) I am the sole owner of all copyright, trademark, and other intellectual property and proprietary rights in and to the Materials, (ii) the Author’s publication of the Material as authorized herein will not violate or infringe any copyright, trademark, or other intellectual property or proprietary right of any person or entity, and (iii) I am not a party to and the Materials are not subject to any contract or arrangement which would conflict with my permission herein.
For good and valuable consideration, the receipt of which is hereby acknowledged, I hereby grant and assign to the Company and his/her licensees, successors, and assigns the following rights in connection with the Materials for use as part of the Work or any advertising, packaging, or promotional materials for the Work, in any and all editions, versions, in any and all media formats and products and through any and all media channels or technologies, whether directly or through third parties in perpetuity and throughout the world.
- The non-exclusive, royalty-free, sublicenseable and transferable right to quote or paraphrase all or any portion of the Materials, and to use, reproduce, distribute, create derivative works of, display, and perform the Materials, including for commercial purposes (whether directly or indirectly), advertising, publishing, merchandising, commercial tie-ins, or other promotional purposes.
- The right to use my and/or my child/ren’s name and biographical data, if provided.
- The right to develop, produce, distribute, advertise, promote, or otherwise exploit the Work as a book or any other Work in any manner that the Company or his/her assigns deems appropriate.
In order to enable the Company to develop the Work in any manner that the Company may deem best, I hereby release and discharge the Company and his/her licensees, successors, and assigns, from any and all claims, demands, or causes of action that I may have against them by reason of anything contained in the Work, or any of the above uses, including any claims based on the right of privacy, the right of publicity, copyright, libel, defamation, or any other right.
I acknowledge and agree that I am not entitled to receive any form of payment from the Author and/or his/her licensees, successors, and assigns.
a) Assignment. I may not assign or transfer this Agreement without the prior written consent of the Company, and any attempt to assign or transfer this Agreement without such consent shall be null and void and a material breach of this Agreement. Notwithstanding, the Company may assign or transfer this Agreement without my consent to any other party, provided duly written notification is provided to me within the fifteen (15) consecutive days following such event.
b) Relationship of the Parties. No agency, partnership, joint venture, or employment relationship shall be created or inferred by the existence or performance of this Agreement, and neither Party shall have any authority to bind the other in any respect whatsoever.
c) Validity and Severability. Each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
d) Entire Agreement. This Agreement constitutes the sole and entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to such subject matter.
e) Jurisdiction and Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts of law principles concerning the selection of jurisdiction and governing law. The parties agree that the exclusive jurisdiction and venue for any action relating to this Agreement will be a federal or state court in Miami, Florida and the parties hereby consent to such jurisdiction and venue.
f) No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
g) Notices. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by electronic mail if sent to the respective address of each party as set forth at the beginning of this Agreement.
h) Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, each party shall bear its own attorney fees.
i) Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.
j) Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
k) Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.
l) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.
m) In this Agreement, any reference to a party includes that party’s heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.
Updated March 25, 2021